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FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended February 2, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ____________ to ____________
Commission File Number - 1-6797
TEXFI INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 56-0795032
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
5400 Glenwood Avenue, Suite 215, Raleigh, North Carolina 27612
(Address of principal executive offices)
(ZIP Code)
(919) 783-4736
(Registrant's telephone number, including area code)
Number of shares of Common Stock outstanding
at March 18 , 1996 - 8,664,392
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
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TEXFI INDUSTRIES, INC.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED FEBRUARY 2, 1996
PART I - FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
The consolidated financial statements included herein have been prepared by
Texfi Industries, Inc. (the "Company"), without audit, pursuant to the rules and
regulations of the Securities and Exchange Commission. The consolidated balance
sheet as of November 3, 1995 has been taken from the audited financial
statements as of that date. Certain information and note disclosures normally
included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations, although the Company believes that the disclosures are adequate to
make the information presented not misleading. It is suggested that these
consolidated financial statements be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's latest Annual
Report on Form 10-K.
The consolidated financial statements included herein reflect all
adjustments (none of which are other than normal recurring accruals) which are,
in the opinion of management, necessary for a fair presentation of the
information included. Operating results for the thirteen-week period ended
February 2, 1996 are not necessarily indicative of the results that may be
expected for the year ended November 1, 1996. The following consolidated
financial statements are included:
Consolidated Statements of Income for the thirteen weeks ended
February 2, 1996 and January 27, 1995
Consolidated Balance Sheets as of February 2, 1996 and
November 3, 1995
Consolidated Statements of Cash Flows for the thirteen weeks
ended February 2, 1996 and January 27, 1995
Condensed Notes to Consolidated Financial Statements
2
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TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
(in thousands, except per share data)
THIRTEEN WEEKS ENDED
FEBRUARY 2, January 27,
1996 1995
NET SALES ........................... $ 58,063 $ 52,689
COST AND EXPENSES:
Cost of goods sold ................ 50,875 46,204
Selling, general and admin. ....... 4,155 4,135
---------- ----------
Total ........................... 55,030 50,339
---------- ----------
OPERATING INCOME .................... 3,033 2,350
OTHER EXPENSE (INCOME):
Interest .......................... 2,614 3,131
Other, net ........................ (5) (10)
---------- ---------
Total ........................... 2,609 3,121
---------- ----------
NET INCOME (LOSS) FROM CONTINUING
OPERATIONS........................... 424 (771)
DISCONTINUED OPERATIONS:
Loss from operations of discontinued
operations........................ -- (1,244)
Loss on disposal of discontinued
operations........................ -- (6,919)
----------- ----------
Total........................... -- (8,163)
----------- -----------
INCOME (LOSS) BEFORE INCOME TAXES.... 424 (8,934)
PROVISION FOR INCOME TAXES........... 8 --
--------- -------
NET INCOME (LOSS).................... $ 416 $ (8,934)
========== ===========
NET INCOME (LOSS) PER SHARE:
Net income (loss) from continuing
operations......................... $ .05 $ (.09)
Loss from discontinued operations.. -- (.94)
----------- ----------
Net income (loss).................. $ .05 $ (1.03)
=========== ==========
See Notes to Consolidated Financial Statements on page 6.
3
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TEXFI INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(in thousands)
(UNAUDITED)
FEBRUARY 2, November 3,
1996 1995
----------- --------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents ............... $ 350 747
Receivables:
Trade ................................. 3,227 1,958
Due from factor ....................... 3,198 6,971
Other ................................. 188 244
Inventories .............................. 29,721 28,092
Prepaid expenses ......................... 2,603 2,077
Property, plant and equipment
held for disposal - net................ 785 1,513
------- -------
Total................................... 40,072 41,602
PROPERTY, PLANT AND EQUIPMENT - NET ......... 49,894 50,514
OTHER ASSETS ................................ 3,689 3,929
-------- --------
$ 93,655 $ 96,045
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt ..... $ 8,236 $ 8,452
Accounts payable ......................... 25,194 22,742
Other liabilities ........................ 4,333 6,144
Federal and state income taxes ........... 70 70
-------- --------
Total.................................. 37,833 37,408
LONG-TERM DEBT .............................. 9,916 12,471
SUBORDINATED DEBENTURES ..................... 40,724 40,724
OTHER LONG-TERM OBLIGATIONS ................. 529 1,205
COMMON STOCKHOLDERS' EQUITY:
Common stock, $1.00 par value ............ 8,651 8,651
Additional paid-in capital ............... 25,069 25,069
Retained earnings ........................ (29,067) (29,483)
-------- -------
Total.................................. 4,653 4,237
-------- --------
$ 93,655 $ 96,045
======== ========
See Notes to Consolidated Financial Statements on page 6.
4
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TEXFI INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
THIRTEEN WEEKS ENDED
FEB. 2, Jan. 27,
1996 1995
------- ------
OPERATING ACTIVITIES
Net income (loss)............................... $ 416 $(8,934)
Adjustments to reconcile net income (loss) to
net cash provided by operating activities:
Depreciation & amortization .................. 2,097 2,792
Provision for losses on accounts receivable .. 160 269
Loss on sale of property, plant and equipment. 3 3,901
Change in operating assets and liabilities:
Accounts receivable ........................ 2,400 2,831
Inventories ................................ (1,629) (993)
Prepaid and other assets ................... (500) (1,032)
Accounts payables and accrued liabilities .. (35) 3,441
------ -------
NET CASH PROVIDED BY OPERATING ACTIVITIES......... 2,912 2,275
------ -------
INVESTING ACTIVITIES
Purchases of property, plant and equipment ..... (2,132) (941)
Proceeds from sale of property, plant and
equipment..................................... 1,594 474
------ ------
NET CASH USED IN INVESTING ACTIVITIES ......... (538) (467)
------ -------
FINANCING ACTIVITIES
Payments on long-term debt and capital lease
obligations .................................. (2,771) (2,698)
Restricted stock forfeitures................... -- (14)
-------- --------
NET CASH USED IN FINANCING ACTIVITIES ............ (2,771) (2,712)
------- -------
DECREASE IN CASH AND CASH EQUIVALENTS ........ (397) (904)
Cash and cash equivalents at beginning of period . 747 1,468
------- -------
CASH AND CASH EQUIVALENTS AT END OF PERIOD ... $ 350 $ 564
======== =======
See Notes to Consolidated Financial Statements on page 6.
5
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TEXFI INDUSTRIES, INC.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FEBRUARY 2, 1996
1. Details of certain balance sheet captions are as follows (in thousands):
FEBRUARY 2, November 3,
1996 1995
1. INVENTORIES:
Finished goods ............................. $ 11,634 $ 10,919
Goods in process ........................... 10,742 10,261
Raw materials .............................. 4,570 4,160
Supplies ................................... 2,775 2,752
-------- --------
Total ................................. $ 29,721 $ 28,092
======== ========
PROPERTY, PLANT AND EQUIPMENT:
Land and land improvements ................. $ 2,841 $ 2,841
Buildings .................................. 23,099 23,099
Machinery, equipment, etc. ................. 80,873 83,531
Leasehold improvements ..................... 64 64
Construction in progress ................... 1,968 772
-------- --------
Total ................................. 108,845 110,307
Less accumulated depreciation .............. 58,951 59,793
-------- --------
Property, plant and equipment, net ......... $ 49,894 $ 50,514
======== ========
LONG-TERM DEBT:
Term loan at 8.4202% variable interest
interest rate, principal payments due
monthly through October 31, 1997.......... $ 15,757 $ 17,998
Term loan at 6.75%, payable in monthly
installments plus interest through November
1, 1998.................................... 1,650 1,800
Term loan at prime plus 1%, payable in equal
monthly installments plus interest
through March 1997......................... 245 620
Capitalized leases, principally at prime,
payable through 2009....................... 500 505
-------- --------
Total ................................. 18,152 20,923
Less current maturities .................... 8,236 8,452
-------- --------
Due after one year ......................... $ 9,916 $ 12,471
======== ========
6
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1. Continued
FEBRUARY 2, November 3,
1996 1995
SUBORDINATED DEBENTURES:
Senior Subordinated Debentures, 8 3/4%
due August 1, 1999.................. $ 34,430 $ 34,430
Subordinated Extendible Debentures,
11%, due April 1, 2000 (Series C)... 2,757 2,757
Convertible Senior Subordinated
Debentures, 11-1/4% due October
1, 1997 ............................ 3,537 3,537
-------- --------
$ 40,724 $ 40,724
======== ========
2. Primary earnings (loss) per common share are based on
the average number of shares of common stock and common stock
equivalents of dilutive stock options outstanding during the applicable
period.
Fully diluted earnings (loss) per common share are computed assuming
conversion of the 11-1/4% Convertible Senior Subordinated Debentures
into common stock as of the beginning of the applicable period, and the
applicable period's interest expense thereon, net of income taxes, was
added to net income for the applicable period.
3. At February 2, 1996, shares of common stock were reserved for
possible issuance as follows:
Conversion of 11-1/4% Convertible Senior Subordinated
Debentures ..................................... 528,647
Stock options ..................................... 858,099
Stock options granted to Chadbourne Corporation.... 600,000
1990 Executive Stock Purchase Plan ................ 101,764
Directors' Deferred Stock Compensation Plan ....... 162,791
-------
Total ........................................... 2,251,301
=========
4. The consolidated statement of operations for the thirteen
weeks ended January 27, 1995 has been restated to reflect the
Company's Marion Fabrics greige goods business, as discontinued
operations.
5. Subsequent to the end of the quarter, on March 15, 1996, the
Company entered into a new credit facility to restructure its existing
term loan and factor advances. The new credit facility includes a
revolving debt arrangement and a $19 million term loan. The term loan
is payable in $500,000 monthly installments over a 30-month period with
a $4.5 million balloon payment due at the conclusion of the 30-month
period.
7
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Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations
RESULTS OF OPERATIONS
Net sales for the thirteen weeks ended February 2, 1996 increased to
$58,063,000 as compared to net sales of $52,689,000 for the thirteen weeks ended
January 27, 1995. This $ 5,374,000 (10%) increase resulted from increased sales
of finished fabrics ($8,919,000), which were partially offset by reduced sales
of knitted apparel ($2,030,000) and narrow fabrics ($1,515,000).
For the comparable thirteen-week period, cost of goods sold, as a
percentage of net sales, decreased .1% from 87.7% in 1995 to 87.6% in 1996. The
first quarter 1996 improvement was due primarily to reductions in both variable
and fixed costs at the Texfi Blends division, and to a lessor extent at the
Texfi Narrow Fabrics division.
Selling, general and administrative expenses ("SG&A") decreased from
7.8% to 7.2% as a percentage of sales for the thirteen weeks ended February 2,
1996 as compared to the same period in 1995. The decrease was primarily due to
the Company's continued reengineering efforts which reduced the approximately
25% of SG&A that is not fixed in nature and the Company's increased sales for
the comparable period.
Interest expense decreased $517,000(16.5%) from $3,131,000 during the
first thirteen-week period ended in 1995 to $2,614,000 in 1996. This decrease is
primarily attributable to a $20 million decrease in long-term debt outstanding
since the first quarter of 1995 as a result of both normally scheduled monthly
installments and application of proceeds from sale of assets related to
operations discontinued in 1995.
During the first quarter of 1995, the Company recorded a $8,163,000
charge related to the discontinuance of its Highland yarn operations, Jefferson
diaper and corduroy production and Marion Fabrics greige goods operations. This
charge consisted of a loss on operations of $1,244,000 and a loss on disposal of
assets of $6,919,000.
8
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Financial Condition:
During the first fiscal quarter of 1996, operating activities generated
net cash of $2.9 million. This cash was generated as a result of the $416,000
net income, depreciation and amortization of $2.1 million and the provision for
losses on accounts receivable of $160,000, together with a decrease in accounts
receivable of $2.4 million which offset increases in inventories of $1.6 million
and prepaid and other assets of $500,000. Cash flow from operations, $1.6
million in proceeds from the sale of property, plant and equipment and cash on
hand provided funds to repay long-term debt of $2.8 million and purchase
property, plant and equipment totaling $2.1 million.
The Company's business historically exhibits seasonality, primarily due to
temporary plant shutdowns during the Christmas/New Year's holiday season. As a
result, sales have been and were expected to be lower in the first quarter than
in subsequent quarters while working capital requirements increase in
anticipation of higher second quarter sales. Working capital is comprised
chiefly of inventories and accounts receivable. Traditionally, the Company has
maintained financing capacity for working capital and other general corporate
purposes under certain factoring agreements and other comparable short-term
borrowing arrangements. The Company may be advanced funds in amounts not to
exceed 90% of eligible accounts receivable plus 50% of eligible inventories, not
to exceed a maximum of $10 million. The amounts reported on the balance sheets
as "Due From Factor" represent accounts receivable with factors net of advances.
As of February 2, 1996 the Company had approximately $8.3 million of funds
available.
At February 2, 1996, working capital equaled $2.2 million, a decrease of
$2.0 million from the fiscal year ended November 3, 1995. This decrease in
working capital is due primarily to decreases in cash ($397,000), accounts
receivable ($2.6 million), assets held for disposal ($728,000) and an increase
in accounts payable and other liabilities ($641,000) which more than offset
increases in inventory ($1.6 million) and prepaid expenses ($526,000).
9
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Financial Condition (continued):
On October 29, 1990, the Company obtained a $40 million credit
facility, which was fully funded. Borrowings under the credit facility bore
interest, at the Company's option, at either prime plus 1% or an alternative
rate based upon LIBOR or CD rates. The facility balance outstanding as of
February 2, 1996 totaling $15.8 million was payable in monthly installments
through the end of fiscal 1997. The credit facility placed limitations on the
Company's rental expense, additional indebtedness, acquisitions, capital
expenditures and sale or disposal of assets. The Company was also required to
maintain a stated amount of working capital and tangible net worth as well as
certain financial ratios, including stated ratios of current assets to current
liabilities and of earnings to fixed charges. As of the end of the first quarter
of 1996, the Company was in compliance with all of the facility's covenant
requirements. Subsequent to the end of the first quarter, the credit facility
was replaced with a new credit facility which is described below.
As of February 2, 1996 the Company has approximately $2.7 million of
its Series C Debentures outstanding. The annual interest rate of these
debentures may be adjusted at the sole discretion of the Company on April 1st of
each year until maturity in the year 2000. On March 1, 1996, the Company set the
Series C interest rate at 13% for the period April 1, 1996 through March 31,
1997. The Series C Debentures are redeemable on April 1st of each year, in whole
or in part, at the option of the holder or the Company for the principal amount
thereof plus accrued interest through the date of redemption. As of March 15,
1996 the last day for debenture holders to exercise their redemption option,
Series C holders with aggregate principal totaling $234,000 had delivered proper
notice to redeem their debenture(s) as of April 1, 1996.
On September 8, 1993, the Company issued $34.5 million in principal
amount of Senior Subordinated Debentures due August 1, 1999 ("8-3/4%
Debentures"). The annual interest rate of these debentures is 8.75%, payable
semiannually on August 1 and February 1. The 8-3/4% Debentures, which cannot be
called prior to their maturity date, are unsecured obligations but contain
covenants that place limitations on the use of proceeds from disposal of assets
and on the incurrence of additional indebtedness and senior indebtedness (as
defined in the indenture) if such indebtedness would exceed stated ratios of
capitalization and earnings after such incurrence. Under the most restrictive of
these covenants, the Company may not incur
10
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Financial Condition (continued):
additional indebtedness if, after giving effect to such incurrence, the
aggregate amount of indebtedness of the Company would exceed 75% of the sum of
all indebtedness and stockholders' equity. Advances under the Company's
factoring agreements are not considered indebtedness for the purpose of these
covenants. The Company is currently prohibited by this covenant from incurring
additional indebtedness primarily due to the $17.5 million charges to record
discontinued operations in fiscal 1995. The majority of the 8-3/4% debenture
holders consented to the replacement of the Company's credit facility with the
new facility as described below.
The Company plans to place into service $7.7 million of machinery and
equipment during fiscal 1996. As of the end of the first fiscal quarter, $2.1
million had been expended on machinery and equipment purchases. This equipment
primarily will increase fabric dyeing and finishing capacity as well as expand
knit apparel production sewing capacity. Management anticipates that
approximately $7.3 million of the $7.7 million of equipment will be placed into
service through a committed operating lease line which will not be reflected in
the Company's balance sheet.
Management believes cash flows from operations and funds available
under factoring agreements will provide the Company with sufficient sources of
funds to meet its 1996 cash needs and assuming no significant deterioration in
market conditions, for the foreseeable future.
Subsequent to the end of the quarter, on March 15, 1996, the Company
entered into a $74 million credit facility which restructured its existing term
loan ($15.8 million outstanding as of February 2, 1996) and factor advances. The
new facility includes a $19 million term loan payable in 30 equal monthly
installments of $500,000 and a balloon payment of $4.5 million at the conclusion
of the 30-month period. The credit facility replaces the current factor advances
with a revolving debt arrangement which expires on the same date as the final
maturity of the term loan. The facility is secured by substantially all of the
Company's assets. The new credit facility is expected to reduce the Company's
interest expense as compared to the current agreements. The new credit facility
provides for the Company to lock an interest rate based upon either CD or LIBOR
rates plus a 2.75% margin for varying periods not to exceed 180 days. Under the
new interest rate structure, the applicable interest rate which approximate
7.96% per annum based upon CD rates available at the facility's closing.
11
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PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibits to this report are listed in the accompanying index to
exhibits.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended February 2,
1996.
12
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TEXFI INDUSTRIES, INC.
(Registrant)
Date: March 18, 1996 By:S/Dane L. Vincent
Dane L. Vincent
Chief Financial Officer
and Treasurer
13
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TEXFI INDUSTRIES, INC.
INDEX TO EXHIBITS
*4(a)(1) Restated Certificate of Incorporation of Registrant dated
August 13, 1969, filed as Exhibit (3)(a)(1) to Registrant's
Form 10-K Annual Report for the fiscal year ended October 31,
1980.
*4(a)(2) Certificate of Amendment of Certificate of Incorporation of
Registrant dated March 16, 1972, filed as Exhibit (3)(a)(2) to
Registrant's Form 10-K Annual Report for the fiscal year ended
October 31, 1980.
*4(a)(3) Certificate of Amendment of Certificate of Incorporation of
Registrant dated March 27, 1978, filed as Exhibit (3)(a)(3) to
Registrant's Form 10-K Annual Report for the fiscal year ended
October 31, 1980.
*4(a)(4) Certificate of Amendment of Certificate of Incorporation of
Registrant dated May 19, 1986, filed as Exhibit 4.4 to
Registrant's Form S-8 Registration Statement (No. 33-14697).
*4(a)(5) Certificate of Amendment of Certificate of Incorporation of
Registrant dated March 20, 1987, filed as Exhibit 4.5 to
Registrant's Form S-8 Registration Statement (No. 33-14697).
*4(a)(6) Certificate of Amendment of Certificate of Incorporation of
Registrant dated September 28, 1987, filed as Exhibit 4(a)(6)
to Registrant's Form S-2 Registration Statement (No.
33-16794).
*4(a)(7) Certificate of Designations of Registrant dated November 20,
1987, filed as Exhibit 4(a)(7) to Registrant's Form S-2
Registration Statement (No. 33-16794).
*4(a)(8) Certificate of Designations of Registrant dated March 8,1988
filed as Exhibit 4(a)(8) to Registrant's Form S-2
Registration Statement (No. 33-20131).
*4(a)(9) Certificate of Designations of Registrant dated August 4,
1988, filed as Exhibit 4(d)(9) to Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended July 29, 1988.
1
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*4(b)(1) Bylaws of Registrant, filed as Exhibit 4.6 to Registrant's
Form S-8 Registration Statement (No. 33-14697).
*4(b)(2) Amendment to Bylaws of Registrant, filed as Exhibit 4(b)(2)
to Registrant's Form S-2 Registration Statement (No.
33-16794).
*4(b)(3) Amendment to Bylaws of Registrant adopted by Registrant's
Board of Directors on January 18, 1991, filed as Exhibit
3(b)(3) to Registrant's Form 10-K Annual Report for the fiscal
year ended November 2, 1990.
*4(b)(4) Amendment to Bylaws of Registrant adopted by Registrant's
Board of Directors on August 31, 1994, filed as Exhibit
4(b)(4) to Registrant's Form 10-Q Quarterly Report for the
fiscal quarter ended July 29, 1994.
*4(b)(5) Amendment to Bylaws of Registrant adopted by Registrant's
Board of Directors on September 7, 1994, filed as Exhibit
4(b)(5) to Registrant's Form 10-Q Quarterly Report for the
fiscal quarter ended July 29, 1994.
*4(c)(1) Indenture between Registrant and Rhode Island Hospital Trust
National Bank, Trustee, with a copy of Subordinated Debentures
due April 1, 1995, Series A, Subordinated Debentures due April
1, 1995, Series B and Subordinated Extendible Debentures due
April 1, 2000, Series C attached, filed as Exhibit 4(f) to
Registrant's Form S-2 Registration Statement (No. 33-32485).
*4(c)(2) First Supplemental Indenture between Registrant and Rhode
Island Hospital Trust National Bank, Trustee, with a revised
Subordinated Debenture due April 1, 1995, Series B attached,
filed as Exhibit 4 to Registrant's Form 8-K Current Form dated
May 16, 1990.
*4(c)(3) Indenture dated October 1, 1991 between Registrant and The
First National Bank of Boston, Trustee, with copy of 11-1/4%
Convertible Senior Subordinated Debenture due October 1, 1997,
filed as Exhibit 4(a)(1) to Registrant's Form 10-K Annual
Report for the fiscal year ended November 1, 1991.
*4(c)(4) Indenture dated September 8, 1993 between Registrant and The
First Union National Bank of North Carolina, Trustee, with
copy of 8-3/4% Senior Subordinated Debenture due August 1,
1999, filed as Exhibit 4(c)(2) to Registrant's Form 10-Q
Quarterly Report for the fiscal quarter ended July 30, 1993.
2
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*4(d)(1) Specimen Common Stock ($1 par value) certificates, filed as
Exhibit 4.01 to Amendment No. 2 to Registrant's Form S-1
Registration Statement (No. 2-41653).
*4(e)(1) Rights Agreement dated July 22, 1988 between Registrant and
The First Union National Bank of North Carolina, as Rights
Agent, filed as Exhibit 1 to Registrant's Form 8-K Current
Form dated July 22, 1988.
*4(e)(2) Form of Rights Certificate, filed as Exhibit B to Exhibit 1 to
Registrant's Form 8-K Current Form dated July 22, 1988.
*4(e)(3) Amendment to Rights Agreement between Registrant and The
First Union National Bank of North Carolina dated October 31,
1988, filed as Exhibit 4(e)(3) to Registrant's Form S-2
Registration Statement (No. 33-32485).
*4(e)(4) Second Amendment to Rights Agreement dated May 24, 1994
between Registrant and The First Union National Bank of North
Carolina, as Rights Agent, filed as Exhibit 4(e)(4) to
Registrant's Form 10-Q Quarterly Report for the fiscal quarter
ended April 29, 1994.
*4(e)(5) Third Amendment to Rights Agreement dated December 16, 1994
between Registrant and The First Union National Bank of North
Carolina, as Rights Agent, filed as Exhibit 4(c)(5) to
Registrant's Form 10-K Annual Report for the fiscal year ended
October 28, 1994.
*4(f)(1) Loan Agreement dated October 29, 1990 between Registrant and
NCNB National Bank of North Carolina, filed as Exhibit 2(a) to
Registrant's Form 8-K Current Form dated November 12, 1990.
*4(f)(2) First Amendment to Loan Agreement dated March 14, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(1) to Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended May 3, 1991.
*4(f)(3) Second Amendment to Loan Agreement dated March 28, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(2) to Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended May 3, 1991.
*4(f)(4) Third Amendment to Loan Agreement dated May 29, 1991 between
Registrant and NCNB National Bank of North Carolina, filed as
Exhibit 19(a)(3) to Registrant's Form 10-Q Quarterly Report
for the fiscal quarter ended May 3, 1991.
3
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*4(f)(5) Fourth Amendment to Loan Agreement dated June 14, 1991
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 19(a)(4) to Registrant's Form 10-Q Quarterly
Report for the fiscal quarter ended May 3, 1991.
*4(f)(6) Fifth Amendment to Loan Agreement dated January 28, 1992
between Registrant and NCNB National Bank of North Carolina,
filed as Exhibit 4(e)(6) to Registrant's Form 10-K Annual
Report for the fiscal year ended November 1, 1991.
*4(f)(7) Sixth Amendment to Loan Agreement dated November 4, 1992
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(e)(7) to Registrant's Form 10-K Annual Report for
the fiscal year ended October 30, 1992.
*4(f)(8) Seventh Amendment to Loan Agreement dated December 22, 1992
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(e)(8) to Registrant's Form 10-K Annual Report for
the fiscal year ended October 30, 1992.
*4(f)(9) Eighth Amendment to Loan Agreement dated August 25, 1993
between Registrant and NationsBank of North Carolina,
N.A. (formerly NCNB National Bank of North Carolina),
filed as Exhibit 4(g)(9) to Registrant's Form S-2
Registration Statement (No. 33-66678).
*4(f)(10) Ninth Amendment to Loan Agreement dated October 29, 1993
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(f)(10) to Registrant's Form 10-K Annual Report for
the fiscal year ended October 29, 1993.
*4(f)(11) Tenth Amendment to Loan Agreement dated April 28, 1994
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(f)(11) to Registrant's Form 10-Q Quarterly Report
for the fiscal quarter ended April 29, 1994.
*4(f)(12) Eleventh Amendment to Loan Agreement dated October 28, 1994
between Registrant and NationsBank of North Carolina, N.A.
(formerly NCNB National Bank of North Carolina) filed as
Exhibit 4(d)(12) to Registrant's Form 10-K Annual Report for
the fiscal year ended October 28, 1994.
4
<PAGE>
*4(f)(13) Twelfth Amendment to Loan Agreement dated January 27,
1995 between Registrant and NationsBank of North Carolina,
N.A. (formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(d)(13) to Registrant's Form 10-Q Quarterly Report
for the fiscal quarter ended January 27, 1995.
*4(f)(14) Thirteenth Amendment to Loan Agreement dated April 28,
1995 between Registrant and NationsBank of North Carolina,
N.A. (formerly NCNB National Bank of North Carolina),filed as
Exhibit 4(f)(14) to Registrant's Form 10-Q Quarterly Report
for the fiscal quarter ended April 28, 1995.
*4(f)(15) Fourteenth Amendment to Loan Agreement dated July 28,
1995 between Registrant and NationsBank of North Carolina,
N.A. (formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(f)(15) to Registrant's From 10-Q Quarterly Report
for the fiscal quarter ended July 28, 1995.
*4(f)(16) Fifteenth Amendment to Loan Agreement dated November 3,
1995 between Registrant and NationsBank of North Carolina,
N.A. (formerly NCNB National Bank of North Carolina), filed as
Exhibit 4(d)(16) to Registrant's Form 10-K Annual Report for
the fiscal year ended November 3, 1995.
10(a)(1) Resolutions amending the 1990 Executive Stock Purchase
Plan as adopted by Registrant's Board of Directors on January
18, 1996.
11 Computation of Earnings Per Share
* Incorporated by reference to previous filing.
5
<PAGE>
Exhibit 10(a)(1)
Resolutions Amending 1990 Executive Stock Purchase Plan
WHEREAS, the Board of Directors adopted on January 9, 1990, and the
stockholders approved on March 13, 1990, the 1990 Executive Stock Purchase Plan
(the "Plan"); and
WHEREAS, Section 13 of the Plan provides that the Plan may be amended
by the Board of Directors at any time and in any way that shall not adversely
affect the rights of employees under subscription agreements theretofore entered
into pursuant to the Plan; and
WHEREAS, the Stock Option and Compensation Committee recommends that
the dates for the granting and exercise of options under the Plan be amended;
now, therefore, it is
RESOLVED, that the second sentence of Section 4 of the Plan be and
hereby is amended to read as follows:
The Company shall grant annually on February 1 of each year to each
Eligible Employee an option to purchase up to that number of whole
shares of Common Stock determined by dividing an amount equal to 50% of
his or her Bonus paid with respect to the most recently ended fiscal
year of the Company by the option price established pursuant to Section
5 (an "Option").
FURTHER RESOLVED, that the first sentence of Section 5 of the Plan be
and hereby is amended to read as follows:
The price at which options may be exercised shall be 85% of the fair
market value of the Common Stock as of January 31 of each year, or if
January 31 is not a business day then the business day next preceding
January 31.
FURTHER RESOLVED, that the first sentence of Section 6 of the Plan be
and hereby is amended to read as follows:
During the period beginning February 1 next following the date which
the option price is fixed and ending on the 20th day of such February,
or if February 20 is not a business day then the business day next
following February 20, each Eligible Employee may exercise all or any
portion of his or her Option by execution and delivery to the Treasurer
of the Company of a subscription agreement in form and substance
approved by the Committee, together with payment in full for the shares
subscribed for.
FURTHER RESOLVED, that the officers of the corporation, or any of them,
be and hereby are authorized to take such actions as they may deem necessary,
advisable or appropriate to effectuate and carry out the purposes and intent of
the foregoing resolutions.
<PAGE>
EXHIBIT 11
TEXFI INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
THIRTEEN WEEKS ENDED
FEBRUARY 3, January 27,
1996 1995
NUMBER OF SHARES OF COMMON STOCK OUTSTANDING:
Balance at beginning of period ................. 8,650,690 8,652,621
Restricted Stock Forfeitures.................... -- (2,000)
------------ ------------
Balance at end of period ..................... 8,650,690 8,650,621
=========== ===========
PRIMARY:
Net income (loss) from continuing operations.... $ 416,000 $ (771,000)
Net loss from discontinued operations........... -- (8,163,000)
------------ -----------
Net income (loss) applicable to common
stockholders ................................. $ 416,000 $(8,934,000)
============ ============
Weighted average number of shares outstanding:
Common stock outstanding for the period
based on a daily weighted average ........... 8,650,690 8,652,599
Common stock equivalents - outstanding stock
options computed on the treasury stock
method using average market price ........... -- --
----------- ------
Weighted average number of common and common
equivalent shares outstanding ............... 8,650,690 8,652,599
=========== ===========
Per common share amounts:
Net income (loss) from continuing operations.. $ .05 $ (.09)
Net loss from discontinued operations....... -- (.94)
---------- ---------
Net income (loss)......................... $ .05 $(1.03)
========== =========
FULLY DILUTED:
Net income (loss) from continuing operations.... $ 416,000 $ (771,000)
Net loss from discontinued operations........... -- (8,163,000)
------------ -----------
Net income (loss) applicable to common
stockholders ................................. $ 416,000 $(8,934,000)
============ ============
Weighted average number of shares outstanding:
Common stock outstanding for the period based
on a daily weighted average .................. 8,650,690 8,652,599
Common stock equivalents - outstanding stock
options computed on the treasury stock method
by using end-of-period market prices in lieu
of average market prices ..................... -- --
----------- ------
8,650,690 8,652,599
Increase in common shares assuming conversion
of the 11-1/4% Convertible Senior Subordinated
Debentures ................................... -- --
----------- ------
Weighted average number of common and common
equivalent shares outstanding .................... 8,650,690 8,652,599
=========== ===========
Per common share amounts:
Excluding convertible debenture shares:
Net income (loss) from continuing operations. $ .05 $ (.09)
Net loss from discontinued operations....... -- (.94)
---------- ---------
Net income (loss)......................... $ .05 $(1.03)
========== =========
Including Convertible Debenture Shares:
Net income (loss) from continuing operations. $ .05 $ (.09)
Net loss from discontinued operations....... -- (.94)
----------- ---------
Net income (loss)......................... $ .05 $(1.03)
========== =========
7
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<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> NOV-01-1996
<PERIOD-END> FEB-02-1996
<CASH> 350
<SECURITIES> 0
<RECEIVABLES> 7,861
<ALLOWANCES> 1,248
<INVENTORY> 29,721
<CURRENT-ASSETS> 40,072
<PP&E> 108,845
<DEPRECIATION> 58,957
<TOTAL-ASSETS> 93,655
<CURRENT-LIABILITIES> 37,833
<BONDS> 40,724
0
0
<COMMON> 33,720
<OTHER-SE> (29,067)
<TOTAL-LIABILITY-AND-EQUITY> 93,655
<SALES> 58,063
<TOTAL-REVENUES> 58,063
<CGS> 50,875
<TOTAL-COSTS> 55,030
<OTHER-EXPENSES> 2,609
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<INTEREST-EXPENSE> 2,614
<INCOME-PRETAX> 424
<INCOME-TAX> 8
<INCOME-CONTINUING> 424
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 416
<EPS-PRIMARY> .05
<EPS-DILUTED> .05
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